CONSULTING AGREEMENT
THIS AGREEMENT FOR CONSULTING SERVICES (the
"Agreement") is entered into and effective as of August 15,
2001 by and between Xxxxx Xxxxxxxxxx (the "Consultant") of
Suite #401 - 0000 Xxxxxxxx Xx., Xx Xxxxx, XX 00000, and
Green Fusion Corporation, a corporation ("Green Fusion").
1. RECITAL
This Agreement is entered into with reference to and in
contemplation of the following facts, circumstances and
representations:
1.1 Green Fusion desires to engage the services of the
Consultant to assist it with respect to business
development.
1.2 The Consultant desires to provide such business
development services to Green Fusion as a contractor
and pursuant to the terms and conditions set forth
herein.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 Term of Agreement
-----------------
This Agreement shall be for a term
of six (6) months and shall terminate on February 15,
2002.
2.2 Duties of Consultant
--------------------
During the term of this
Agreement, Consultant shall provide advice to undertake
for and consult with Green Fusion concerning the
Company's business development. More specifically, the
Consultant will:
1. Consult with the Company concerning on-going
strategic corporate planning and long-term
investment policies, including any revision of the
Company's Business Plan;
2. Render advice with respect to leasing and/or other
financing arrangements;
3. Consult with and advise the Company with regards to
potential mergers and acquisitions, whether the
Company be the acquiring Company or the target of
acquisition;
4. Evaluate the Company's managerial, marketing and
sales requirements.
With respect to the duties of consultant, it is
specifically understood that advice rendered by
consultant with respect to financing arrangements will
not include financings involving any securities
issuance whether equity or debt. It is further
understood that consultation and/or advice by
consultant with regards to mergers and acquisitions
shall not be a merger or acquisition that has the
effect of directly or indirectly taking a private
company public.
2.3 Devotion to Duty
----------------
Consultant agrees to devote such
time as is reasonable on an "as needed" basis with
respect to the subject business development services.
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Consultant is free to represent or perform services for
other clients, provided it does not interfere with the
duties contained in this Agreement.
2.4 Duties of Green Fusion
----------------------
Green Fusion shall provide
Consultant, on a regular and timely basis, with all
approved data and information about it, its
subsidiaries, its management, its products and
services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data
and information previously supplied pursuant to this
paragraph.
2.5 Compensation
------------
In consideration of entering into this Agreement, Green Fusion
shall issue to Consultant 60,000 shares of Green Fusion's
common stock which shares are fully paid upon the execution hereof
and the binding of the Consultant to the obligations herein.
If Consultant faithfully performs his duties hereunder for two
months following the date hereof, Green Fusion shall issue to
Consultant an additional 60,000 shares of Green Fusion's
common stock which shares shall be fully paid upon the issuance
thereof. If Consultant faithfully performs his duties hereunder for four
months following the date hereof, Green Fusion shall issue to
Consultant an additional 60,000 shares of Green Fusion's
common stock which shares shall be fully paid upon the issuance
thereof. Consultant shall be bound to perform his duties during
the remainder of the term of this Agreement. The Company shall
also reimburse the Consultant for actual out-of-pocket expenses
including, but not limited to, facsimile, postage, printing,
photocopying, and entertainment, incurred by the
Consultant without the prior consent of the Company and
in connection with the performance by the Consultant of
its duties hereunder, the Company shall also reimburse
the Consultant for costs of all travel and related
expenses hereunder, provided that all such costs and
expenses have been authorized, in advance, by the
Consultant shall not expend more than $1,000.00 on any
expense without the prior written approval of the
Company. This paragraph does not relate to consideration for
services pursuant to 2.2.3.
Compensation for paragraph 2.2.3
--------------------------------
If at any time during
the term of this Agreement and for a period of five (5)
years following the termination of this Agreement, the
Company merges with, acquires assets to any other
property, or obtains any financing from any of the
entities or affiliations of the Consultant, it's
agents, representatives, advisors or consultants
introduced to the Company, the Company will pay a
finder's fee in cash equal to 5% of the total gross
proceedings of such transaction. If required by
applicable law, or at the election of the Consultant,
the finder's fee will be deemed to have been earned by
and be paid to a placement agent selected exclusively
by the Consultant.
2.6 Nondisclosure of Information
----------------------------
Consultant agrees that
it will not at any time, in any fashion, form or
manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm or
corporation, in any manner whatsoever, any
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information of any kind, nature or description concerning any
matters affecting or relating to the business of Green
Fusion.
2.7 Assignment of Agreement
-----------------------
Due to the personal nature of
the services to be rendered by the Consultant, this
Agreement may not be assigned by the Consultant without
the prior written consent of Green Fusion.
2.8 Prohibited Activities
---------------------
Consulting services provided
under this agreement shall not include:
* services in connection with the offer or sale of
securities in a capital-raising transaction;
* services that directly or indirectly promote or
maintain a market for the securities of Green Fusion
including without limitation the dissemination of
information that reasonably may be expected to sustain
or raise or otherwise influence the price of the
securities;
* services providing investor relations or shareholder
communications;
* consultation on mergers that take a private company public;
* consultation in connection with financing that involves
any securities issuance, whether equity or debt.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION
AND ATTORNEY FEES
3.1 Co-operation of Parties
-----------------------
The parties further agree that
they will do all things necessary to accomplish and
facilitate the purpose of this Agreement and that they
will sign and execute any and all documents necessary
to bring about and prefect the purposes of this
Agreement.
3.2 Arbitration
-----------
The parties hereby submit all
controversies, claims, and matters of difference
arising out of this Agreement to arbitration in the
Province of British Columbia, according to the rules
and practices of the Canadian Arbitration Association.
This submission and agreement to arbitrate shall be
specifically enforceable. The Agreement shall further
be governed by the laws of British Columbia.
3.3 Interpretation of Agreement
---------------------------
The parties agree that
should any provision of this Agreement be found to be
ambiguous in any way, such ambiguity shall not be
resolved by construing such provisions or any part of
or the entire Agreement in favour of or against any
party herein, but rather by construing the terms of
this Agreement fairly and reasonably in accordance with
their generally accepted meaning.
3.4 Modification of Agreement
-------------------------
This Agreement may be amended or modified in any way and
at any time by an instrument in writing, signed by each
of the parties hereto, stating the manner in which it is
amended or modified. Any such writing
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amending or modifying of
this Agreement shall be attached to and kept with this
Agreement.
3.5 Legal Fees
----------
If any legal action or any arbitration or
other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or
prevailing party shall be entitled to recover
reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief
to which it may be entitled.
3.6 Entire Agreement
----------------
This Agreement constitutes the entire
Agreement and understanding of the parties hereto with
respect to the matters herein set forth, and all prior
negotiations, writings and understandings relating to
the subject matter of this Agreement are merged herein
and are superseded and cancelled by this Agreement.
3.7 Counterparts
------------
This Agreement may be signed in one or
more counterparts.
3.8 Facsimile Transmission Signatures
---------------------------------
A signature received
pursuant to a facsimile transmission shall be
sufficient to bind a party to this Agreement.
3.9 This Agreement supercedes all previous Agreements.
DATED this 15th day of August, 2001.
/s/ L. Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxxx
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L. Xxxx Xxxxxxx, President Xxxxx Xxxxxxxxxx
Green Fusion Corporation
